Determinants of Board Size and Composition: A Theory of Corporate Boards
构建模型分析公司内部董事与外部董事的互动，探讨董事会最优规模与构成，指出最优结构取决于激励内部人披露信息、降低外部人协调成本及拒绝劣质项目的能力之间的权衡。
Abstract This paper models the interaction of firm insiders and outsiders on a corporate board and addresses the question of the board's ideal size and composition. In the model, the board is responsible for monitoring projects and making CEO succession decisions. Inside directors are better informed regarding the quality of firm investment projects, but outsiders can use CEO succession to motivate insiders to reveal their superior information and help the board implement higher value projects. The optimal board structure is determined by the trade-off between maximizing the incentive for insiders to reveal their private information, minimizing coordination costs among outsiders and maximizing the ability of outsiders to reject inferior projects. I show that optimal board size and composition are functions of the directors' and the firm's characteristics. I also develop testable implications for crosssectional variations in the optimal board structure across firms.